1
EXHIBIT 10.1.8
BOW VALLEY SQUARE
OFFER TO LEASE
BETWEEN
BV SQUARE MANAGEMENT LTD.
(AGENT FOR OMERS REALTY CORPORATION, THE "LANDLORD")
AND
SYSGOLD LTD.
(THE "TENANT")
February 23rd, ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
February 23, 1998
CONFIDENTIAL HAND DELIVERED
▇▇. ▇▇▇▇ ▇▇▇▇▇▇
SysGold Ltd.
▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 4
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Dear ▇▇▇▇:
RE: EXPANSION: ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 4
Further to our recent conversations, we are pleased to submit the following
Offer to Lease with respect to your proposed expansion on the 4th Floor, Bow
Valley Square 4. This Offer to Lease will be held open for the acceptance of
SysGold Ltd. (the "Tenant") until 4:00 PM on Friday, February 27th, 1998.
Leased Premises:
Approximately 1,618 rentable square feet as outlined in red on the attached
floorplan, being a portion of the 4th floor (the "Leased Premises"), of Bow
Valley Square 4, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇ (the "Building"). The purpose of
such plan is solely to indicate the approximate location of the Leased Premises.
Term:
Three (3) years, Nine (9) months, commencing May 1st, 1998 (the "Commencement
Date") and running concurrent with your lease dated February 21st, 1997 (the
"Lease") expiring January 31st, 2002, (the "Term").
Basic Rent:
$20.00 per rentable square foot of the Leased Premises, per annum, on a net
basis, (the "Basic Rent"), being an annual total of Thirty-Two Thousand, Three
Hundred and Sixty-----04/100 ($32,360.04) Dollars,
2
to be paid to OMERS Realty Corporation (the "Landlord") by the Tenant in twelve
equal monthly installments of Two Thousand, Six Hundred and
Ninety-Six-----67/100 ($2,696.67) Dollars in advance, throughout the Term,
without any deduction, abatement or set-off.
Acceptance of Leased Premises:
The Leased Premises would be accepted by the Tenant on an "as is, where is"
basis.
Additional Rent:
The Tenant agrees to pay, as Additional Rent, its Proportionate Share of
Occupancy Costs for the Building, estimated to total $8.94 per rentable square
foot of the Leased Premises during the 1998 calendar year. As with the annual
Basic Rent, Occupancy Costs are payable by the Tenant in twelve equal monthly
installments in advance, throughout the Term, without any deduction, abatement
or set-off. The Tenant shall remain responsible for the payment of all other
items of Additional Rent, as defined in the Lease.
Brokerage Fees:
The Tenant warrants that it has not dealt with any agent or broker representing
or purporting to represent the Landlord in connection with the leasing of the
Leased Premises and the Tenant shall be responsible for and indemnify the
Landlord from any brokerage fees or commissions relating to this Offer to Lease
or any resultant agreement.
Parking:
Provided the Tenant is not in default, space for one motor vehicle in those
levels of the Development designated as unassigned Tenant parking will be made
available to the Tenant throughout the Term at the prevailing monthly rental
rate from time to time in effect. The Tenant understands and agrees the use of
any parking spaces shall be subject to the terms and conditions contained in the
Landlord's standard Parking Privileges Contract Terms. Effective April 1st,
1998, current monthly parking rental rate is $210.00 per unassigned space.
Parking charges are payable in advance on the first day of each month as
Additional Rent.
Permitted Use:
The Tenant shall use the Leased Premises solely for the purpose of conducting
the business of a computer consulting and development firm, and its related
activities (the "Permitted Use").
Taxes:
(a) Property Taxes form a part of Occupancy Costs, however, Business Taxes do
not and the Tenant shall remain entirely responsible for all taxes, rates,
duties, levies and assessments whatsoever, including Business Taxes, in respect
of the Leased Premises.
(b) Amounts payable as outlined in this Offer to Lease do not include G.S.T.,
however G.S.T. is payable on all amounts due to the Landlord.
No Smoking:
The Tenant shall not suffer or permit any smoking to occur within the Leased
Premises, unless it installs, at its expense, separate exhaust fans in the
Leased Premises, approved by the Landlord, to dissipate the smoke.
Insurance Requirements:
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Before entering the Leased Premises for any purpose, the Tenant shall provide to
the Landlord certificates of insurance for all policies required to be effected
and maintained by it pursuant to Section 8.3 of the Lease, including, without
limitation, "all risks" insurance upon the property of the Tenant located in the
Leased Premises, comprehensive general liability insurance in an amount not less
than $5,000,000, business interruption insurance and "all risks" tenant legal
liability insurance.
Documentation of Offer:
This Offer to Lease would be documented by way of an amendment to the Lease, and
the Tenant agrees to observe and perform all of the conditions, covenants and
restrictions required under the Lease. Upon unconditional acceptance of this
Offer to Lease, BV Square Management Ltd. will prepare and forward the Lease
Amending Agreement to the Tenant, which shall incorporate the terms of this
Offer to Lease. The Tenant agrees to execute and return the Lease Amending
Agreement within fifteen (15) Business Days of receiving it. In no event shall
the Tenant be allowed occupancy for the purpose of conducting the Permitted Use
if the Lease Amending Agreement has not been executed by both parties.
Termination by Landlord:
In the event the Tenant is in default of any of the terms, covenants, conditions
or provisos of this Offer to Lease, the Landlord shall have the right to
terminate this Offer to Lease upon written notice to the Tenant. If such notice
is given pursuant to this or any other provision of this Offer to Lease or the
Lease, this Offer to Lease and the Term and all of the rights of the Tenant
hereunder shall terminate; Basic Rent and all other payments for which the
Tenant is liable under this Offer to Lease shall be computed, apportioned and
paid in fall to the date of such termination, and the Tenant shall immediately
deliver up possession of the Leased Premises to the Landlord. If the Landlord
terminates this Offer to Lease for any breach by the Tenant, in addition to
other remedies the Landlord may have, the Landlord may recover from the Tenant
all damages it incurs by reason of the breach, including cost of recovering the
Leased Premises, legal fees (on a solicitor and client basis) and the worth at
the time of the termination of the excess, if any, of the amount of Rent and
charges equivalent to the rent reserved in this Offer to Lease for the remainder
of the Term, over the then reasonable rental value of the Leased Premises for
the remainder of the Term, all of which amounts shall be immediately due and
payable by the Tenant to the Landlord.
Confidentiality:
SysGold Ltd. hereby agrees that the terms and conditions of this Offer to Lease
are sensitive and confidential in nature and that the disclosure of this
information to any third party may be expected to cause substantial loss and
damage to the Landlord. For this reason, SysGold Ltd. agrees that, except for
disclosure on the same confidential basis as provided herein, and only to
officers and/or employees of SysGold Ltd. who have a bona fide and actual need
to know the confidential terms on behalf of SysGold Ltd., it and its officers
and/or employees to whom disclosure is made as aforesaid, will hold in strict
confidence, and will not disclose the same to any third party.
Undefined Terms:
Any capitalized words used in this Offer to Lease but not defined herein, shall
have the meaning attributed to them in Sections 1.1 and 1.2 of the Lease.
Time of the Essence:
Time shall be of the essence of this Offer to Lease and every part thereof.
Entire Agreement:
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The Tenant acknowledges that there are no agreements, representations,
warranties or conditions relating to this Offer to Lease, the Leased Premises or
the Building (express or implied) made by the Landlord or any of its agents
except those contained in this Offer to Lease.
Governing Law:
This Offer to Lease shall be interpreted and is governed by the laws of the
Province of Alberta.
Successors and Assigns:
This Offer to Lease and everything herein contained shall enure to the benefit
of and be binding upon the successors and assigns of the Landlord and Tenant.
Conditions:
This Offer to Lease is subject to approval by an Officer of OMERS Realty
Corporation.
Trusting the foregoing meets with your approval, we would ask if you could
signify your acceptance by countersigning in the space provided below, returning
one (1) counterpart for our files. BV Square Management Ltd. will then work to
remove the condition to allow us to proceed with this Offer to Lease, and will
advise of our progress. In the event the foregoing condition is not removed by
BV Square Management Ltd. in writing on or before March 6th, 1998, this Offer to
Lease shall become null and void and have no farther force or effect. Once BV
Square Management Ltd. has notified the Tenant in writing of the removal of the
above condition, this Offer to Lease shall be binding upon both parties.
Yours very truly,
BV SQUARE MANAGEMENT LTD.
▇▇▇▇▇ ▇. Jobagy
Leasing Manager
Accepted For and On Behalf Of:
SYSGOLD LTD.
Per:
Dated this day of February, 1998.
▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
OFFER TO LEASE
BV SQUARE MANAGEMENT LTD.
(AGENT FOR OMERS REALTY CORPORATION, THE "LANDLORD")
AND
SYSGOLD LTD.
(THE "TENANT")
August 24, ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
August 24, 1998
CONFIDENTIAL HAND DELIVERED
▇▇. ▇▇▇ ▇▇▇▇▇▇, President
SysGold Ltd.
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▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇
Dear Don:
RE: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇ to our recent conversations, we are pleased to submit the following
Offer to Lease with respect to your proposed expansion onto a portion of the
Third and Fifth Floors, Bow Valley Square 4. This Offer to Lease will be held
open for the acceptance of SysGold Ltd. (the "Tenant") until 4:00 PM on Tuesday,
September 8th, 1998,
Leased Premises:
(a) approximately 7,972 rentable square feet (subject to final measurement) as
outlined in red on the attached floorplan, being a portion of the third floor
(the "Leased Premises"), of Bow Valley Square 4, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇
(the "Building").
(b) approximately 5,779 rentable square feet (subject to final measurement) as
outlined in blue on the attached floorplan, being a portion of the fifth floor
(the "Leased Premises"), of Bow Valley Square 4, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇
(the "Building").
The purpose of such plans is solely to indicate the approximate location of the
Leased Premises.
Term:
(a) on third floor premises (7,972 rentable square feet), Three (3) years, Four
(4) months, commencing October 1st, 1998 (the "Commencement Date") and running
concurrent with your lease dated February 21st, 1997 (the "Lease"), expiring
January 31st, 2002, (the "Term");
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(b) on fifth floor premises (5,779 rentable square feet), Three (3) years, One
(1) month, commencing January 1st, 1999, expiring January 31st, 2002.
Basic Rent:
(a) on 7,972 square feet: $22.00 per rentable square foot, per annum, on a net
basis, (the "Basic Rent"), being an annual total of One Hundred and Seventy-Five
Thousand, Three Hundred and Eighty-Three-----96/100 ($175,383.96) Dollars, to be
paid to OMERS Realty Corporation (the "Landlord") by the Tenant in twelve equal
monthly installments of Fourteen Thousand, Six Hundred and Fifteen-----33/100
($14,615.33) Dollars in advance, throughout the Term, without any deduction,
abatement or set-off;
(b) on 5,779 square feet: $22.00 per rentable square foot, per annum, on a net
basis, (the "Basic Rent"), being an annual total of One Hundred and Twenty-Seven
Thousand, One Hundred and Thirty-Seven-----96/100 ($127,137.96) Dollars, to be
paid to the Landlord by the Tenant in twelve equal monthly installments of Ten
Thousand, Five Hundred and Ninety-Four-----83/100 ($10,594.83) Dollars in
advance, throughout the latter 37 months of the Term (January 1, 1999- January
31, 2002) without any deduction, abatement or set-off.
TERMS APPLICABLE TO BOTH THE 3RD AND 5TH FLOORS, BOW VALLEY SQUARE 4
Acceptance of Leased Premises:
The Leased Premises would be accepted as returned to the Landlord by the
existing tenants. The Tenant shall remain responsible for all work necessary to
the Leased Premises.
Additional Rent:
The Tenant agrees to pay, as Additional Rent, its Proportionate Share of
Occupancy Costs for the Building, estimated by the Landlord, acting reasonably,
to total $8.94 per rentable square foot of the Leased Premises during the 1998
calendar year. As with the annual Basic Rent, Occupancy Costs are payable by the
Tenant in twelve equal monthly installments in advance, throughout the Term,
without any deduction, abatement or set-off. The Tenant understands and agrees
that the Landlord shall not be liable for any loss or damage as a result of the
Tenant or any subtenant or assignee relying upon this estimate. The Landlord
shall make a final determination of the Tenant's Proportionate Share of
Occupancy Costs as set out in Section 4.4 of the Lease. The Tenant shall remain
responsible for the payment of all other items of Additional Rent as defined in
the Lease.
Early Occupancy:
During any period prior to the Commencement Date in which the Tenant is
permitted to have occupancy of the Leased Premises, whether exclusively or in
common with the Landlord and its contractors and employees for the purpose of
fixturing the Leased Premises, the Tenant shall be deemed in possession of the
Leased Premises and shall be bound by all of the provisions of the Lease except
those requiring the payment of Rent and those dealing with the conduct of the
Tenant's business. Any work to the Leased Premises must be completed in the
manner prescribed in Section 15.2 of the Lease and the Landlord's Design
Criteria Manual and be subject to review and approval by the Landlord.
Should the Tenant conduct any business in and from any part of the Leased
Premises prior to the Commencement Date, Rent would be invoiced for that period
of time prior to the Commencement Date.
Brokerage Fees:
The Tenant warrants that it has not dealt with any agent or broker representing
or purporting to represent the Landlord in connection with the leasing of the
Leased Premises and the Tenant shall be responsible for
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and indemnify the Landlord from any brokerage fees or commissions relating to
this Offer to Lease or any resultant agreement.
Parking:
Provided the Tenant is not in default, space for one (1) motor vehicle per 2,000
rentable square feet of space leased (total of seven additional spaces), in
those levels of the Development designated as unassigned Tenant parking will be
made available to the Tenant throughout the Term at the prevailing monthly
rental rate from time to time in effect. The Tenant understands and agrees the
use of any parking spaces shall be subject to the terms and conditions contained
in the Landlord's standard Parking Privileges Contract Terms. The current
monthly parking rental rate is $210.00 per unassigned space. Parking charges are
payable in advance on the first day of each month as Additional Rent.
Permitted Use:
The Tenant shall use the Leased Premises solely for the purpose of conducting
the business of a computer consulting and development firm, and its related
activities (the "Permitted Use").
Taxes:
(a) Property Taxes form a part of Occupancy Costs, however, Business Taxes do
not and the Tenant shall remain entirely responsible for all taxes, rates,
duties, levies and assessments whatsoever, including Business Taxes, in respect
of the Leased Premises.
(b) Amounts payable as outlined in this Offer to Lease do not include G.S.T.,
however G.S.T. is payable on all amounts due to the Landlord.
No Smoking:
The Tenant shall not suffer or permit any smoking to occur within the Leased
Premises, unless it installs, at its expense, separate exhaust fans in the
Leased Premises, approved by the Landlord, to dissipate the smoke.
Insurance Requirements:
Before entering the Leased Premises for any purpose, the Tenant shall provide to
the Landlord certificates of insurance for all policies required to be effected
and maintained by it pursuant to Section 8.3 of the Lease, including, without
limitation, "all risks" insurance upon the property of the Tenant located in the
Leased Premises, comprehensive general liability insurance in an amount not less
than $5,000,000, business interruption insurance and "all risks" tenant legal
liability insurance.
Documentation of Offer:
This Offer to Lease would be documented by way of a Lease Amending Agreement and
the Tenant agrees to observe and perform all of the conditions, covenants and
restrictions required under the Lease. Upon unconditional acceptance of this
Offer to Lease, BV Square Management Ltd. will prepare and forward the Lease
Amending Agreement to the Tenant, which shall incorporate the terms of this
Offer to Lease. The Tenant agrees to execute and return the Lease Amending
Agreement within fifteen (15) Business Days of receiving it. In no event shall
the Tenant be allowed occupancy for the purpose of conducting the Permitted Use
if the Lease Amending Agreement has not been executed by both parties.
Termination by Landlord:
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In the event the Tenant is in default of any of the terms, covenants, conditions
or provisos of this Offer to Lease, the Landlord shall have the right to
terminate this Offer to Lease upon written notice to the Tenant. If such notice
is given pursuant to this or any other provision of this Offer to Lease or the
Lease, this Offer to Lease and the Term and all of the rights of the Tenant
hereunder shall terminate; Basic Rent and all other payments for which the
Tenant is liable under this Offer to Lease shall be computed, apportioned and
paid in full to the date of such termination, and the Tenant shall immediately
deliver up possession of the Leased Premises to the Landlord. If the Landlord
terminates this Offer to Lease for any breach by the Tenant, in addition to
other remedies the Landlord may have, the Landlord may recover from the Tenant
all damages it incurs by reason of the breach, including cost of recovering the
Leased Premises, legal fees (on a solicitor and client basis) and the worth at
the time of the termination of the excess, if any, of the amount of Rent and
charges equivalent to the rent reserved in this Offer to Lease for the remainder
of the Term, over the then reasonable rental value of the Leased Premises for
the remainder of the Term, all of which amounts shall be immediately due and
payable by the Tenant to the Landlord.
Confidentiality:
SysGold Ltd. hereby agrees that the terms and conditions of this Offer to Lease
are sensitive and confidential in nature and that the disclosure of this
information to any third party may be expected to cause substantial loss and
damage to the Landlord. For this reason, SysGold Ltd. agrees that, except for
disclosure on the same confidential basis as provided herein, and only to
officers and/or employees of SysGold Ltd. who have a bona fide and actual need
to know the confidential terms on behalf of SysGold Ltd., it and its officers
and/or employees to whom disclosure is made as aforesaid, will hold in strict
confidence, and will not disclose the same to any third party.
Undefined Terms:
Any capitalized words used in this Offer to Lease but not defined herein, shall
have the meaning attributed to them in Sections 1.1 and 1.2 of the Lease.
Time of the Essence:
Time shall be of the essence of this Offer to Lease and every part thereof.
Entire Agreement:
The Tenant acknowledges that there are no agreements, representations,
warranties or conditions relating to this Offer to Lease, the Leased Premises or
the Building (express or implied) made by the Landlord or any of its agents
except those contained in this Offer to Lease.
Governing Law:
This Offer to Lease shall be interpreted and is governed by the laws of the
Province of Alberta.
Successors and Assigns:
This Offer to Lease and everything herein contained shall enure to the benefit
of and be binding upon the successors and assigns of the Landlord and Tenant.
Conditions:
This Offer to Lease is subject to:
(a) the Landlord reaching a satisfactory agreement with the existing tenant and
regaining control of the Third Floor Leased Premises;
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(b) prior leasing; and
(c) approval by an Officer of OMERS Realty Corporation, which would require an
understanding and acceptance of the financial standing and corporate
organization of the proposed Futurelink/Sysgold merged entity.
Trusting the foregoing meets with your approval, we would ask if you could
signify your acceptance by countersigning in the space provided below, returning
one (1) counterpart for our files along with the information required in
paragraph (c) above. BV Square Management Ltd. will then work to remove the
conditions to allow us to proceed with this Offer to Lease, and will advise of
our progress. In the event the foregoing conditions are not removed by BV Square
Management Ltd. in writing on or before Friday, September(18th, 1998, this Offer
to Lease shall become null and void and be of no further force or effect. Once
BV Square Management Ltd. has notified the Tenant in writing of the removal of
the above conditions, this Offer to Lease shall be binding upon both parties.
Yours very truly,
BV SQUARE MANAGEMENT LTD.
▇▇▇▇▇ ▇. Jobagy
Leasing Manager
Accepted For and On Behalf Of:
SYSGOLD LTD.
Per: ▇▇▇ ▇▇▇▇▇▇
Dated this 8th day of September, 1998.
▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
June 2, 1998
HAND DELIVERED
▇▇. ▇▇▇ ▇▇▇▇▇▇, P. Eng., M.B.A.
SysGold Ltd.
▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 4
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
Dear Don:
RE: EXPANSION - ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 4
The Offer to Lease between our two firms dated March 24th, 1998 was subject to
approval by an officer of OMERS Realty Corporation. We are pleased to confirm we
now have that approval and therefore remove this condition. In the coming weeks,
we will prepare the Lease Amending Agreement for execution by SysGold Ltd.
Yours very truly,
BV SQUARE MANAGEMENT LTD.
▇▇▇▇▇ ▇. Jobagy
Leasing Manager
BOW VALLEY SQUARE
March 24, 1998
CONFIDENTIAL HAND DELIVERED
▇▇. ▇▇▇▇ ▇▇▇▇▇▇
SysGold Ltd.
▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 4
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Dear ▇▇▇▇:
RE: EXPANSION: ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 4
Further to our recent conversations, we are pleased to submit the following
revised Offer to Lease with respect to your proposed expansion on the 4th and
5th Floors, Bow Valley Square 4. This Offer to Lease will be held open for the
acceptance of SysGold Ltd. (the "Tenant") until 4:00 PM on Tuesday, March 31st,
1998.
Leased Premises:
Approximately 1,618 rentable square feet as outlined in red on the attached
floorplan, being a portion of the 4th floor (the "Leased Premises"), of Bow
Valley Square 4, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇ (the
11
"Building"). The purpose of such plan is solely to indicate the approximate
location of the Leased Premises.
Term:
Three (3) years, Four (4) months, commencing September 1st, 1998 (the
"Commencement Date") and running concurrent with your lease dated February 21st,
1997 (the "Lease") expiring January 31st, 2002, (the "Term").
Basic Rent:
$20.00 per rentable square foot of the Leased Premises, per annum, on a net
basis, (the "Basic Rent"), being an annual total of Thirty-Two Thousand, Three
Hundred and Sixty-----04/100 ($32,360.04) Dollars, to be paid to OMERS Realty
Corporation (the "Landlord") by the Tenant in twelve equal monthly installments
of Two Thousand, Six Hundred and Ninety-Six-----67/100 ($2,696.67) Dollars in
advance, throughout the Term, without any deduction, abatement or set-off.
Acceptance of Leased Premises:
The Leased Premises would be accepted by the Tenant on an "as is, where is"
basis.
Additional Rent:
The Tenant agrees to pay, as Additional Rent, its Proportionate Share of
Occupancy Costs for the Building, estimated by the Landlord, acting reasonably,
to total $8.94 per rentable square foot of the Leased Premises during the 1998
calendar year. As with the annual Basic Rent, Occupancy Costs are payable by the
Tenant in twelve equal monthly installments in advance, throughout the Term,
without any deduction, abatement or set-off. The Tenant understands and agrees
that the Landlord shall not be liable for any loss or damage as a result of the
Tenant or any permitted subtenant or assignee relying upon this estimate. The
Landlord shall make a final determination of the Tenant's Proportionate Share of
Occupancy Costs as set out in Section 4.4 of the Lease. The Tenant shall remain
responsible for the payment of all other items of Additional Rent as defined in
the Lease.
Brokerage Fees:
The Tenant warrants that it has not dealt with any agent or broker representing
or purporting to represent the Landlord in connection with the leasing of the
Leased Premises and the Tenant shall be responsible for and indemnify the
Landlord from any brokerage fees or commissions relating to this Offer to Lease
or any resultant agreement.
Parking:
Provided the Tenant is not in default, space for one motor vehicle in those
levels of the Development designated as unassigned Tenant parking will be made
available to the Tenant throughout the Term at the prevailing monthly rental
rate from time to time in effect. The Tenant understands and agrees the use of
any parking spaces shall be subject to the terms and conditions contained in the
Landlord's standard Parking Privileges Contract Terms. Effective April 1st,
1998, current monthly parking rental rate is $210.00 per unassigned space.
Parking charges are payable in advance on the first day of each month as
Additional Rent.
Permitted Use:
The Tenant shall use the Leased Premises solely for the purpose of conducting
the business of a computer consulting and development firm, and its related
activities (the "Permitted Use").
12
Taxes:
(a) Property Taxes form a part of Occupancy Costs, however, Business Taxes do
not and the Tenant shall remain entirely responsible for all taxes, rates,
duties, levies and assessments whatsoever, including Business Taxes, in respect
of the Leased Premises.
(b) Amounts payable as outlined in this Offer to Lease do not include G.S.T.,
however G.S.T. is payable on all amounts due to the Landlord.
No Smoking:
The Tenant shall not suffer or permit any smoking to occur within the Leased
Premises, unless it installs, at its expense, separate exhaust fans in the
Leased Premises, approved by the Landlord, to dissipate the smoke.
Insurance Requirements:
Before entering the Leased Premises for any purpose, the Tenant shall provide to
the Landlord certificates of insurance for all policies required to be effected
and maintained by it pursuant to Section 8.3 of the Lease, including, without
limitation, "all risks" insurance upon the property of the Tenant located in the
Leased Premises, comprehensive general liability insurance in an amount not less
than $5,000,000, business interruption insurance and "all risks" tenant legal
liability insurance.
Documentation of Offer:
This Offer to Lease would be documented by way of an amendment to the Lease, and
the Tenant agrees to observe and perform all of the conditions, covenants and
restrictions required under the Lease. Upon unconditional acceptance of this
Offer to Lease, BV Square Management Ltd. will prepare and forward the Lease
Amending Agreement to the Tenant, which shall incorporate the terms of this
Offer to Lease. The Tenant agrees to execute and return the Lease Amending
Agreement within fifteen (15) Business Days of receiving it. In no event shall
the Tenant be allowed occupancy for the purpose of conducting the Permitted Use
if the Lease Amending Agreement has not been executed by both parties.
Termination by Landlord:
In the event the Tenant is in default of any of the terms, covenants, conditions
or provisos of this Offer to Lease, the Landlord shall have the right to
terminate this Offer to Lease upon written notice to the Tenant. If such notice
is given pursuant to this or any other provision of this Offer to Lease or the
Lease, this Offer to Lease and the Term and all of the rights of the Tenant
hereunder shall terminate; Basic Rent and all other payments for which the
Tenant is liable under this Offer to Lease shall be computed, apportioned and
paid in full to the date of such termination, and the Tenant shall immediately
deliver up possession of the Leased Premises to the Landlord. If the Landlord
terminates this Offer to Lease for any breach by the Tenant, in addition to
other remedies the Landlord may have, the Landlord may recover from the Tenant
all damages it incurs by reason of the breach, including cost of recovering the
Leased Premises, legal fees (on a solicitor and client basis) and the worth at
the time of the termination of the excess, if any, of the amount of Rent and
charges equivalent to the rent reserved in this Offer to Lease for the remainder
of the Term, over the then reasonable rental value of the Leased Premises for
the remainder of the Term, all of which amounts shall be immediately due and
payable by the Tenant to the Landlord.
Confidentiality:
SysGold Ltd. hereby agrees that the terms and conditions of this Offer to Lease
are sensitive and confidential in nature and that the disclosure of this
information to any third party may be expected to
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cause substantial loss and damage to the Landlord. For this reason, SysGold Ltd.
agrees that, except for disclosure on the same confidential basis as provided
herein, and only to officers and/or employees of SysGold Ltd. who have a bona
fide and actual need to know the confidential terms on behalf of SysGold Ltd.,
it and its officers and/or employees to whom disclosure is made as aforesaid,
will hold in strict confidence, and will not disclose the same to any third
party.
Undefined Terms:
Any capitalized words used in this Offer to Lease but not defined herein, shall
have the meaning attributed to them in Sections 1.1 and 1.2 of the Lease.
Time of the Essence:
Time shall be of the essence of this Offer to Lease and every part thereof.
Entire Agreement:
The Tenant acknowledges that there are no agreements, representations,
warranties or conditions relating to this Offer to Lease, the Leased Premises or
the Building (express or implied) made by the Landlord or any of its agents
except those contained in this Offer to Lease.
Governing Law:
This Offer to Lease shall be interpreted and is governed by the laws of the
Province of Alberta.
Successors and Assigns:
This Offer to Lease and everything herein contained shall enure to the benefit
of and be binding upon the successors and assigns of the Landlord and Tenant.
Conditions:
This Offer to Lease is subject to approval by an Officer of OMERS Realty
Corporation.
Trusting the foregoing meets with your approval, we would ask if you could
signify your acceptance by countersigning in the space provided below, returning
one (1) counterpart for our files. BV Square Management Ltd. will then work to
remove the condition to allow us to proceed with this Offer to Lease, and will
advise of our progress. In the event the foregoing condition is not removed by
BV Square Management Ltd. in writing on or before April 7th, 1998, this Offer to
Lease shall become null and void and have no further force or effect. Once BV
Square Management Ltd. has notified the Tenant in writing of the removal of the
above condition, this Offer to Lease shall be binding upon both parties.
Yours very truly,
BV SQUARE MANAGEMENT LTD.
▇▇▇▇▇ ▇. Jobagy
Leasing Manager
Accepted For and On Behalf Of:
SYSGOLD LTD.
Per: ▇▇▇ ▇▇▇▇▇▇
Dated this 15 day of May, 1998.